This unit considers the Australian law and regulatory policies governing corporate control transactions. We examine the requirements for a successful acquisition by a bidder of 100% of the issued securities of a target corporation; why 100% ownership of the target is desirable; and how to achieve it if the bid falls short. We consider regulated takeover bids under Chapter 6 of the Corporations Act, and the available alternatives to a regulated bid, including members' schemes of arrangement and other control-affecting transactions such as selective reductions of capital and share buy-backs. We also look at corporate control transactions from the target's point of view, considering the available defensive measures and how the law and regulatory policy impose limits on defensive strategies. We review the respective roles of the Takeovers Panel and courts. A special feature of this unit is the extensive experience in corporate control transactions that our team of lecturers will bring to the classroom, overseen by Dr Austin, a barrister and retired judge who is Challis Lecturer in Corporate Law.
2 x class assignments (total 20%) and final assignment (80%)
There are no prerequisite enrolment requirements. But students will be required to read and comprehend some technical material, including court judgments, Panel reasons for decisions, regulatory papers and academic literature.